Proceedings Before ISA’s Administrative Enforcement Committee

Our firm is representing a company publicly traded on the Tel Aviv Stock Exchange, together with its Chairman of the Board and Chief Executive Officer, in connection with administrative enforcement proceedings brought by the Israel Securities Authority, regarding a number of alleged violations of its reporting obligations. The proceedings concern a share transaction between a public shell corporation and a private investment company, at the conclusion of which, the activities of the investment company were merged into the public shell. Claims brought by the Israel Securities Authority focus on a number of alleged breaches of the company’s reporting obligations, with respect to the closing of said transaction and the resulting merging of the company’s activities into the public shell. While representing the company and its officers, we were required to grapple with several complex legal issues, including the interpretation of the legal status of the entities at the closing of the transaction, the precise nature of the reporting obligations applicable to the company, the responsibility of those persons who served as officers prior to the closing, as well as that of those appointed following the closing, and the significance of the persons involved's reliance on the counsel provided by the company’s legal advisors.